Clickshare Access and Publishing Service
Alpha version license agreement

Instructions to Internet publishers and other potential Clickshare users

This is an agreement between Clickshare Corp., (the "company") and

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Company name of tester

(the "Tester"), in which Tester agrees to test a software program known as Clickshare (the "Software") and keep the Clickshare Corporation (the "Developer") aware of the test results.

1. Developer's Obligations: Developer shall provide Tester with a copy of the Software and instruct Tester on how to use it and the desired test data to be gained. Upon satisfactory completion of the testing, Developer shall furnish Tester with one free copy of the production version of the Software, and shall waive enrollment fees for Tester to join the Clickshare and/or Newshare Publishing Service, contingent upon the Developer's decision to proceed with production of the Software. Tester shall be entitled to the same benefits to which regular licensees of the Software will be entitled.

2. Tester's Obligations: Tester shall test the Software under normally expected operating conditions in Tester's environment during the test period, subject to Developer-supplied limitations as to numbers of alpha registrants. Tester sha ll gather and report test data as mutually agreed upon with Developer. Tester shall allow Developer either physical or electronic access to the Software during normal working hours for inspection, modifications and maintenance.

3. Software a Trade Secret: Tester acknowledges that the Software is proprietary to, and a valuable trade secret of, the Developer and is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall treat the Software in the strictest confidence. Tester agrees that it will not, without the Developer's prior written consent:

   (a) disclose any information about the Software, its design and performance specifications, its code, and the existence of the test and its results to anyone other than Tester's employees who are performing the testing;

   (b) copy any portion of the Software or documentation, except to the extent necessary to perform the beta testing; or

   (c) reverse engineer, decompile or disassemble the Software or any portion of it.

4. Security Precautions: Tester shall take reasonable security precautions to prevent the Software from being seen or used by unauthorized individuals. This includes locking all copies of the Software and associated documentation in a desk or file cabinet when not in use.

5. Term of Agreement: The test period shall last from the earliest date of signing of this document until March 31, 1996 or until otherwise mutually specified. This Agreement shall terminate at the end of the test period or when Develope r asks Tester to return the Software, whichever occurs first. The restrictions and obligations contained in Clauses 3, 6, 7, 8 and 9 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Tester, its successors, heirs and assigns.

6. Return of Software and Materials: Upon the conclusion of the testing period or at te Developer's request, Tester shall promptly (within 10 days) return the original and all copies of the Software and all related materials to the Developer and erase all portions thereof from computer memory.

7. Disclaimer of Warranty: Tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, Tester is advised not to rely exclusively on the Software for any reason. Tester waives any and all claims it may have against the Developer arising out of the performance or nonperformance of the Software.

   THE SOFTWARE IS PROVIDED AS IS, AND THE DEVELOPER DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability: The Developer shall not be responsible for any loss or damage to Tester or any third parties caused by the Software or by the The Developer's performance of this Agreement.

   THE DEVELOPER SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.

9. No Rights Granted: Tester understands and acknowledges that the Software is provided for its own use for testing purposes only. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Software or the Developer's trade secrets to Tester. Tester may not sell or transfer any portion of the Software to any third party or use the Software in any manner to produce, market or support its own products. Tester shall clearly identify the Software as the Developer's property.

10. No Assignments: This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.

11. Entire Agreement: This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be bi nding on either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.

12. Applicable Law: This Agreement is made under, and shall be construed according to, the laws of the State of Massachusetts.

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David M. Oliver, Managing Director - Technology
Clickshare Corporation
75 Water Street St., P.O. Box 367, Williamstown MA 01267

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Date

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Signature

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Typed or printed name

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Title

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Address line 1

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Address line 2

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Telephone

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Email

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URL (Web)

License version 4.20